EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
_____________________________________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
NEW YORK 13-5160382
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
ONE WALL STREET 10286
NEW YORK, NEW YORK (Zip Code)
(Address of principal executive offices)
Michael Shepherd
General Counsel
One Wall Street
15th Floor
New York, New York 10286
Tel: 212 635-6748
(Name, address and telephone number of agent for service)
____________________________________
GRACECHURCH CARD FUNDING (NO. 8) PLC
(Exact name of obligor as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification No.)
1 CHURCHILL PLACE N/A
LONDON E14 5HP (Zip Code)
UNITED KINGDOM
(Address of principal executive offices)
_________________________________________
$1,350,000,000 Class A Asset-Backed Notes
$75,000,000 Class B Asset-Backed Notes
$75,000,000 Class C Asset-Backed Notes
(Title of the indenture securities)
_________________________________________
BARCLAYCARD FUNDING PLC
(Exact name of obligor as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification No.)
1 CHURCHILL PLACE N/A
LONDON E14 5HP (Zip Code)
UNITED KINGDOM
(Address of principal executive offices)
_________________________________________
(POUND) 829,050,000* Series 05-1 Medium Term Note Certificate Due 2008
(Title of the indenture securities)
_________________________________________
* This amount is the sterling equivalent of $1,500,000,000 converted using the
exchange rate referred to under the "U.S. Dollar Presentation" section of the
Prospectus. The actual sterling principal amount of the series 05-1 medium
term note certificate will be the sterling equivalent of $1,500,000,000 using
the fixed exchange rate in the swap agreements.
_________________________________________
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GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Superintendent of Banks of the State of New York, 2 Rector Street,
New York, New York 10006 and Albany, New York, 12203.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty Plaza, New
York, New York, 10045.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
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ITEM 16. LIST OF EXHIBITS
Exhibits identified in parentheses below, on file with the Commission, are
incorporated by reference as an exhibit hereto, pursuant to Rule 7a-29 under
the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. A copy of the Organization Certificate of the Trustee (The Bank of New
York, formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed
with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
2. None; Certificate of Authority being contained in the documents
identified above as Exhibit 1.
3. None; authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibit 1.
4. A copy of the existing By-Laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 34-44051.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
The Bank of New York, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of London in the United Kingdom, on the 6th day of June, 2005.
THE BANK OF NEW YORK
By: /s/ Dario Parente
__________________________
Name: Dario Parente
Title: Assistant Vice President
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EXHIBIT 7 TO FORM T-1
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2004, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............. $3,866,500
Interest-bearing balances...................................... 8,455,170
Securities:
Held-to-maturity securities.................................... 1,885,665
Available-for-sale securities.................................. 20,781,508
Federal funds sold and securities purchased under agreements to
resell.........................................................
Federal funds sold in domestic offices......................... 3,730,007
Securities purchased under agreements to resell................ 847,805
Loans and lease financing receivables:
Loans and leases held for sale................................. 0
Loans and leases, net of unearned income....................... 36,195,743
LESS: Allowance for loan and lease losses...................... 587,611
Loans and leases, net of unearned income and allowance......... 35,608,132
Trading Assets.................................................. 4,174,521
Premises and fixed assets (including capitalized leases)........ 949,424
Other real estate owned......................................... 754
Investments in unconsolidated subsidiaries and associated
companies 268,366
Customers' liability to this bank on acceptances outstanding.... 52,800
Intangible assets...............................................
Goodwill....................................................... 2,746,404
Other intangible assets........................................ 758,137
Other assets....................................................
Total assets....................................................
LIABILITIES
Deposits:
In domestic offices............................................ $41,480,131
Noninterest-bearing............................................ 16,898,525
Interest-bearing............................................... 24,581,606
In foreign offices, Edge and Agreement subsidiaries, and IBFs.. 24,028,722
Noninterest-bearing............................................ 576,431
Interest-bearing............................................... 23,452,291
Federal funds purchased and securities sold under agreements to
repurchase....................................................
Federal funds purchased in domestic offices.................... 1,040,432
Securities sold under agreements to repurchase................. 491,007
Trading liabilities............................................. 2,724,930
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Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized
leases)........................................................ 4,780,573
Not applicable
Bank's liability on acceptances executed and outstanding........ 54,517
Subordinated notes and debentures............................... 2,390,000
Other liabilities...............................................
Total liabilities...............................................
Minority interest in consolidated subsidiaries.................. 140,499
EQUITY CAPITAL
Perpetual preferred stock and related surplus................... 0
Common stock.................................................... 1,135,284
Surplus (exclude all surplus related to preferred stock)........ 2,087,221
Retained earnings............................................... 4,892,420
Accumulated other comprehensive income.......................... -8,323
Other equity capital components................................. 0
Total equity capital............................................
Total liabilities, minority interest, and equity capital........
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition is true and correct to the
best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
Thomas A. Renyi
Gerald L. Hassell Directors
Alan R. Griffith
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